Okaloosa County BOCC — February 18, 2014 — Inducement Resolution — reading text

RESOLUTION NO. _______ AN INDUCEMENT RESOLUTION OF OKALOOSA COUNTY, FLORIDA, RELATIVE TO THE PROPOSED ISSUANCE OF UTILITIES SYSTEM REVENUE BONDS IN ONE OR MORE SERIES FOR THE PRINCIPAL PURPOSE OF FINANCING AND REFINANCING COSTS RELATED TO THE REFUNDING OF CERTAIN INDEBTEDNESS AND THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF IMPROVEMENTS TO THE EXISTING AUBURN WATER SYSTEM, INC. UTILITY SYSTEM; PROVIDING FOR THE PRELIMINARY APPROVAL BY THE COUNTY FOR THE ISSUANCE OF NOT EXCEEDING $5,000,000 OF SUCH BONDS IN ONE OR MORE SERIES; PROVIDING FOR CERTAIN RELATED MATTERS IN CONNECTION THEREWITH AND FOR AN EFFECTIVE DATE. WHEREAS, Auburn Water System, Inc., a Florida corporation (the "Borrower"), has applied to Okaloosa County, Florida (the "County"), to issue certain tax-exempt revenue bonds in one or more series and in an initial aggregate principal amount not to exceed $5,000,000 (the "Series 2014 Bonds") for the principal purposes of (1) financing all or a portion of the costs of acquiring, constructing and equipping of improvements to the existing Auburn Water System, Inc. utility system in Okaloosa County, Florida (collectively, the "Project"), (2) refinancing certain existing indebtedness of the Borrower (the "Refunded Indebtedness"), (3) funding any necessary reserves, and (4) paying costs associated with issuance of the Series 2014 Bonds; and WHEREAS, the Borrower has requested that the County loan the proceeds of the Series 2014 Bonds to said Borrower pursuant to Chapter 159, Part II, Florida Statutes, and such other provision or provisions of Florida law as the County may determine advisable (the "Act") in order to accomplish the foregoing; and WHEREAS, the bond resolution granting the final authority for the issuance of the Series 2014 Bonds has not yet been adopted by the County and will not be adopted until documents related to the issuance of the bonds are in substantially final form; and WHEREAS, the issuance of the Series 2014 Bonds under the Act in one or more issues or series not exceeding an aggregate principal amount of $5,000,000 and the loaning of the proceeds thereof to finance the costs of the Project and refunding the Refunded Indebtedness under a loan agreement or other financing agreement which will provide that payments thereunder be at least sufficient to pay the principal of and interest and redemption premium, if any, on such Series 2014 Bonds and such other costs in connection therewith as may be incurred by the County, will assist the Borrower and promote the public purposes provided in the Act; and WHEREAS, in order to satisfy certain requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the County authorizes the scheduling and holding of a public hearing on the proposed issuance of the Series 2014 Bonds for the purposes herein stated on the date hereof, which date shall be more than 14 days following the first publication of notice of such public hearing in a newspaper of general circulation in the County (the form of such notice is attached hereto as EXHIBIT A), which public hearing shall be conducted in a manner that provides a reasonable opportunity for persons with differing views to be heard, both orally and in writing, on the issuance of such Series 2014 Bonds and the location and nature of the Project, and shall be held in a location which, under the facts and circumstances, is convenient for the residents of the County, such notice being reasonably designed to inform residents of the County of the proposed issue, stating that the County would be the issuer of the Series 2014 Bonds, stating the time and place of the hearing and generally containing the information required by Section 147(f) of the Code and applicable regulations thereunder; and such 14 days shall be adequate for notice to be brought to the attention of all interested persons, exceeds the normal periods for notice of public hearings conducted by the County and provides sufficient time for interested persons to prepare for and to express their views at such hearing; and WHEREAS, the Borrower has agreed to execute and deliver to the County the Memorandum of Agreement (the "Memorandum of Agreement") relating to the issuance of the Series 2014 Bonds, attached hereto as EXHIBIT B; and IT IS, THEREFORE, DETERMINED AND RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA, THAT: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This resolution, hereinafter called "Resolution" is adopted pursuant to the provisions of the Act and other applicable provisions of law. SECTION 2. PRELIMINARY STATEMENT. This Resolution is entered into to permit the Borrower to proceed with commitments for financing the Project and refunding the Refunded Indebtedness, to provide a limited expression of intention by the County, prior to the issuance of the Series 2014 Bonds, to issue and sell the Series 2014 Bonds and make the proceeds thereof available to finance and refinance all or part of the costs of the Project and the refunding of the Refunded Indebtedness, all in accordance with and subject to the provisions of the Constitution and other laws of the State of Florida, including the Code and this Resolution, but subject in all respects to the terms of the Memorandum of Agreement. SECTION 3. APPROVAL OF FINANCING THE PROJECT AND REFUNDING OF REFUNDED INDEBTEDNESS. The financing of the Project and refunding of Refunded Indebtedness as described in the notice of public hearing attached hereto as EXHIBIT A by the County through the issuance of the Series 2014 Bonds, pursuant to the Act, will promote the economic development and health and welfare of the citizens of the County, will provide the residents of the County with new jobs, will promote the general economic structure of the County, will thereby serve the public purposes of the Act and is hereby preliminarily approved, subject, however, in all respects to the Borrower meeting the conditions set forth in the Memorandum of Agreement to the sole satisfaction of the County. SECTION 4. EXECUTION AND DELIVERY OF MEMORANDUM OF AGREEMENT. The Chairman and the Clerk of the Board of County Commissioners of the 2 County are hereby authorized and directed to execute, for and on behalf of the County, the Memorandum of Agreement attached hereto as EXHIBIT B between the County and the Borrower providing understandings relative to the proposed issuance of the Series 2014 Bonds by the County to finance and refinance the costs of the Project in an initial aggregate principal amount not to exceed the lesser of (a) $5,000,000, or (b) the amount determined by the County and the Borrower to be necessary to accomplish the foregoing. SECTION 5. AUTHORIZATION OF THE SERIES 2014 BONDS. There is hereby authorized to be issued and the County hereby determines to issue the Series 2014 Bonds, if so requested by the Borrower and subject to the conditions set forth in the Memorandum of Agreement attached hereto, in one or more issues or series of such tax-exempt or taxable revenue bonds in an aggregate principal amount not to exceed $5,000,000 for the principal purpose of financing and refinancing the costs of the Project and refunding of the Refunded Indebtedness, and paying the costs associated with the issuance of the Series 2014 Bonds. The rate of interest payable on the Series 2014 Bonds shall not exceed the maximum rate permitted by law. SECTION 6. APPOINTMENT OF BOND COUNSEL AND UNDERWRITER. The firm of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, is hereby appointed by the County to act as bond counsel to the County and the Borrower in connection with the issuance by the County of the Series 2014 Bonds. The Underwriter for the Series 2014 Bonds will be The Frazier Lanier Company. SECTION 7. GENERAL AUTHORIZATION. The Chairman and the Clerk of the Board of County Commissioners and the County Attorney are hereby further authorized to proceed with the undertakings on the part of the County described herein, including the scheduling of the above-referenced public hearing, and are further authorized to take such steps and actions as may be required or necessary in order to cause the County to issue the Series 2014 Bonds, subject in all respects to the terms and conditions set forth herein and in the Memorandum of Agreement. SECTION 8. AFFIRMATIVE ACTION. This resolution is an affirmative action of the County toward the issuance of the Series 2014 Bonds, as contemplated in the Memorandum of Agreement, in accordance with the purposes of the laws of the State of Florida and the applicable United States Treasury Regulations. SECTION 9. LIMITED OBLIGATIONS. The Series 2014 Bonds and the interest thereon shall not constitute an indebtedness or pledge of the general credit or taxing power of the County, the State of Florida or any political subdivision or agency thereof but shall be payable solely from the revenues pledged therefor pursuant to a loan agreement or other financing agreement entered into by and between the County and the Borrower prior to or contemporaneously with the issuance of the Series 2014 Bonds. SECTION 10. LIMITED APPROVAL. The approval given herein shall not be construed as an approval of any necessary rezoning applications nor for any other regulatory permits or compliance with the County's development standards with respect to the Project and the County shall not be construed by reason of its adoption of this resolution to (a) attest to the Borrower's ability to repay the indebtedness represented by the Series 2014 Bonds, (b) have made a recommendation to prospective purchasers of the Series 2014 Bonds to purchase the 3 same, or (c) have waived any right of the County or have stopped the County from asserting any rights or responsibilities it may have in that regard. SECTION 11. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 18th day of February, 2014. BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA (SEAL) CHARLES K. WINDES, Jr., CHAIRMAN ATTEST: DON W. HOWARD CLERK OF THE CIRCUIT COURT 4  EXHIBIT A AFFIDAVIT OF PUBLICATION OF NOTICE OF PUBLIC HEARING The Board of County Commissioners of Okaloosa County, Florida (the "County") will hold a public hearing on March 4, 2014, at _____ A.M., or as soon thereafter as the matter can be heard, at ____________________________, Crestview, Florida _______ to consider adoption of a resolution providing for the preliminary approval of the issuance by the County of not exceeding $5,000,000 of its Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014 (Auburn Water System Project) (the "Series 2014 Bonds") to be issued in one or more series. The proceeds of the Series 2014 Bonds will be loaned to Auburn Water System, Inc., or an affiliate thereof (the "Borrower") for the principal purposes of (1) financing all or a portion of the costs of acquiring, construction and equipping of improvements to the utility system operated by the Borrower in _________, Okaloosa County, Florida (the